Directors Report of Sybly Industries Ltd.

Mar 31, 2024

Your Directors are pleased to present the 36^th Annual Report on the business and operations of
the Company along with Audited Standalone Statement of Accounts for the Financial Year
ended March 31, 2024.

FINANCIAL RESULTS

The standalone financial performance of the Company for the financial Year ended 31^st March,
2024 is as follows.

(Audited)

(Rs. In Lakh)

Particulars	Financial Year ended 31.03.2024	Financial Year ended 31.03.2023
Total Revenue	3.41	78.81
Total Expenses	104.80	262.40
Profit before Tax	-101.39	-183.59
Less: Current Tax	0	0
Deferred Tax	-120.84	-59.93
Profit/(Loss) for the period	-352.24	-222.37

FINANCIAL HIGHLIGHTS

During the period under review revenue of the Company decreased from Rs.78.81 Lakh to Rs.3.41 Lakh

i.e. decrease of 95.67%. Further, the Net Loss after Tax increased to Rs -352.24 Lakh from Rs. -222.37
Lakh i.e. decreased around 58.40%.

CHANGE IN THE NATURE OF BUSINESS

That owing to the prevailing situation in the Country and the worldwide spread of COVID pandemic
followed by the present scenario of slowdown, the manufacturing seems not viable with the old and
obsolete machineries due to high cost of manufacturing, maintenance and other overheads.

Therefore the management has decided to shut down its manufacturing activity of Polyester Yam at its
plant at Pawan Puri. Muradnagar Ghaziabad, Uttar Pradesh. However, the Company will continue the
trading activity of all types of Yarn & Textile products at Pawan Puri, Muradnagar Ghaziabad. Uttar
Pradesh till the further arrangement.

STATEMENT OF AFFAIRS

There was a steep downfall in the revenue & profitability of the company due to COVID Pandemic
impact & overall slowdown in the market the management has decided to shut down its manufacturing
activity of Polyester Yam at its plant at Pawan Puri, Muradnagar, Ghaziabad and Uttar Pradesh.
However, the Company will continue the trading activity of all types of Yarn & Textile products at
Pawan Puri, Muradnagar Ghaziabad. Uttar Pradesh till the further arrangement.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company as on March 31, 2024 stands at Rs. 28,76,00,000/-
divided into 2,87,60,000 equity shares of Rs. 10/- each. The Subscribed and Paid-up Share Capital of the
Company stands at Rs.9,15,66,530/- divided into 91,56,653 equity shares of Rs. 10/- each fully paid-up.

During the year under review, the Company has not issued any Equity share with differential voting
rights nor has granted any Stock Options or Sweat Equity.

THE BOARD OF DIRECTORS

The Board of Directors is the apex body constituted by shareholders and plays a crucial role in the
overall functioning, strategic decision making and leadership of the company. It provides strategic
direction and leadership and oversees the management policies and their effectiveness, looking at the
long-term interests of shareholders and other stakeholders. The Board performs key functions by
fulfilling the responsibilities for achieving economy, efficiency and effectiveness for the Company vis¬
a-vis shareholders’ value creation. It has ultimate responsibility for the development of strategy,
management, general affairs, direction, performance and long-term success of the business as a whole.
The Board functions in accordance with the powers delegated under the Companies Act, 2013, SEBI
(LODR), Memorandum & Articles of Association, Maharatna Guidelines issued by DPE and other
guidelines issued by the Government of India from time to time, as may be applicable to the Company.

SIZE & COMPOSITION OF THE BOARD

Your Company is managed and controlled by a Board comprising an optimum blend of Executives and
Non-Executive Professional Directors as on March 31, 2024. The Board of Directors consists of four (4)
Directors including One (1) Managing Director, One (1) Non-executive Director, Two (2) Non¬
executive Independent Directors [including One (1) Non-executive & Independent Woman Director] and
One (1) Company Secretary and Chief Financial Officer. The composition of the Board is in conformity
with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and
the relevant provisions of the Companies Act, 2013. All the Directors possess the requisite qualifications
and experience in general Corporate Management, Finance, Banking and other allied fields which enable
them to contribute effectively to the Company in their capacity as Directors of the Company.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 4 times during the financial year from 1^st April, 2023 to 31^st March,
2024. The mandatory gap between two meetings is less than 120 days. The dates on which the Meeting
was held are as follows:

30^th May, 2023, 14^th August, 2023, 10^th November, 2023 & 13^th February, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) APPOINTMENT/ REAPPOINTMENT/ CESSATION OF DIRECTORS

• Appointment of Mr. Ramesh Sharma (DIN: 10728184) as an Additional Non-Executive &
Independent Directors of the Company w.e.f. 06^th Aug 2024.

• Appointment of Mr. Piyush (DIN: 10727781) as an Managing Directors of the Company w.e.f.06^th
Aug 2024.

• Appointment of Ms. Geeta Devi (DIN: 10313906) as an Additional Non-Executive & Independent
Directors of the Company w.e.f. 06^th Aug 2024.

• Appointment of Mr. Umesh (DIN: 07015921) as an Additional Non-Executive & Non-Independent
Directors of the Company w.e.f. 06^th Aug 2024.

• Resignation of Mr. Ramesh Chandra Sharma (DIN: 00284981) Non-Executive director of the
Company w.e.f., 06^th August 2024.

• Resignation of Mr. Sachin (DIN: 0926955) Non-Executive Independent director of the Company
w.e.f., 06^th August 2024.

• Resignation of Mrs. Ankita Garg Non-Executive Independent director of the Company w.e.f., 12^th
August 2024.

• Resignation of Mr. Mahesh Chand Mittal as Managing Director of the Company w.e.f. 12^th August,
2024

As per the provisions of the Companies Act, 2013, Mr. Umesh retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment. The Board
recommends his re-appointment for approval of the members in the forthcoming Annual General
Meeting.

b) KEY MANAGERIAL PERSONNEL

• Appointment Mr. Dharmendra Gupta as Chief Financial Officer for the financial 2024-2025
w.e.f., 06^th August, 2024.

• Resignation of Mr. Sagar Agarwal as Chief Financial Officer of the Company w.e.f., 06^th August,
2024.

• Resignation of Mr. Mahesh Chand Mittal as Managing Director of the Company w.e.f. 12^th August,
2024.

• Resignation of Mr. Sagar Agarwal as Company Secretary of the Company w.e.f., 12^th August,
2024.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosure to the Board that they fulfill all the
requirements as to qualify for their appointment as an Independent Director under the provisions of
Section 149 read with Schedule IV of the Companies Act, 2013 and regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Board confirms that the independent
directors meet the criteria as laid down under the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. None of the Independent Directors on the Board of the
Company serve as an Independent Director in more than Seven (7) Listed Companies nor holds the
position of Whole Time Director in any Listed Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, to the best of their knowledge and ability,
confirm that:

i. In the preparation of annual accounts, the applicable accounting standards had been followed and
there are no material departures.

ii. the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial year and of the loss of the Company for that
period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. the directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and are operating effectively; and

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

AUDIT COMMITTEE

As per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR)
Regulation, 2015, the Company’s Audit Committee comprise of majority of the Independent Directors.
All the members of the Committee have relevant experience in financial matters. The details of the
composition of the Committee are set out in the following table:

S. No.	Name	Designation
1.	Mr. Sachin*	Chairman (Non-Executive & Independent Director)

2.	Mrs. Ankita Garg1	Member (Non-Executive & Independent Director)
3.	Mr. Mahesh Chand Mittal2	Member (Executive Director)
4.	Ramesh Sharma3	Chairman (Non-Executive & Independent Director)
5.	Geeta Devi4	Member (Non-Executive & Independent Director)
6.	Piyush******	Member (Executive Director)

* Resignation as Chairman of Audit Committee w.e.f. 06.08.2024
**Resignation as Member of Audit Committee w.e.f. 12.08.2024
*** Resignation as Member of Audit Committee w.e.f. 12.08.2024
****Appointment as Chairman of Audit Committee w.e.f. 06.08.2024
***** Appointment as Member of Audit Committee w.e.f. 06.08.2024
******Appointment as Member of Audit Committee w.e.f. 06.08.2024

Meetings of the Committee:

The committee met 4 times during the Financial year 2023-2024:

1. 29/05/2023

2. 12/08/2023

3. 10/11/2023

4. 12/02/2024

NOMINATION AND REMUNERATION COMMITTEE

As per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR)
Regulation, 2015, the Company’s Nomination and Remuneration Committee comprise of three Non¬
Executive Independent/Non-Executive Non-Independent Directors. Out of which 2 are Non-Executive
Independent Directors and 1 is Non-Executive Non-Independent Director. The details of the composition
of the Committee are set out in the following table:

S. No.	Name	Designation
1.	Mr. Sachin5	Chairman (Non-Executive & Independent Director)
2.	Mrs. Ankita Garg1	Member (Non-Executive & Independent Director)
3.	Mr. Ramesh Chandra Sharma2	Member (Non-Executive & Non Independent Director)
4.	Mr. Ramesh Sharma3	Chairman (Non-Executive & Independent Director)
5.	Mr.Umesh4	Member (Non-Executive & Independent Director)
6.	Ms. Geeta Devi******	Member (Non-Executive & Non Independent Director)

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters connected with the
investor services in connection with applications received and shares allotted in the Initial Public Offer,
status of refund account, conversion of partly paid shares into fully paid shares, dematerialization of
shares and transfer of shares of the Company.

S. No.	Name	Designation
1.	Mr. Sachin	Chairman (Non-Executive & Independent Director)
2.	Mrs. Ankita Garg	Member (Non-Executive & Independent Director)
3.	Mr. Ramesh Chandra Sharma	Member (Non-Executive & Non Independent Director)
4.	Mr. Ramesh Sharma	Chairman (Non-Executive & Independent Director)
5.	Ms. Geeta Devi	Member (Non-Executive & Independent Director)
6.	Mr. Umesh	Member (Non-Executive & Non Independent Director)

* Resignation as Chairman of Nomination and Remuneration Committee w.e.f. 06.08.2024
**Resignation as Member of Nomination and Remuneration Committee w.e.f. 12.08.2024
*** Resignation as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024
****Appointment as Chairman of Nomination and Remuneration Committee w.e.f. 06.08.2024
***** Appointment as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024
******Appointment as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024

Meetings of the Committee:

The Committee met 1 time on 12/08/2023, during the F.Y.-2023-24.

POLICY ON DIRECTORS’APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors’ appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a Director and other matters provided
under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is available on
the website of the Company.

httv://www.svblv.com/wv-content/uvloads/2018/02/NominationRemuneration Policy.pdf

We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and
remuneration policy of the Company.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has developed and
implemented the Risk Management Policy for the Company including identification therein of elements
of risk, if any, which is in the opinion of the Board, may threaten the existence of the Company.

These are discussed at the meeting of the Audit Committee and the Board of Directors of the Company.

At present the Company has not identified any element of risk which Contingent liability exceeds net
worth still there is no risk/threat

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company having net worth
of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of
rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility
Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is
not falling under the preview of said section during the year.

CODE OF CONDUCT

The Company has in place Code of Conduct for Directors and Senior Management Personnel (Code)
with a view to enhance ethical and transparent process in managing the affairs of the Company. This
code is applicable to all the Board Members including Government Nominee(s) & the Independent
Director(s) and the Senior Management Personnel of the Company. Declaration as required under
Regulation 34 (3) Schedule V of the SEBI (LODR) Regulations, 2015 The members of the Board and
Senior Management Personnel have affirmed compliance of the Code of Conduct for Board Members &
Senior Management Personnel for the financial year ended on 31^st March, 2024.

WHISTLE BLOWER POLICY

The Company has a Board approved ‘Whistle Blower Policy’ for directors and employees to report to
the management, concerns about unethical behaviour, actual or suspected fraud or violation of the
company’s code of conduct or ethics policy. It also provides adequate safeguard against victimization of
employees, who avail the mechanism and direct access to the Chairman of the Audit Committee, if
required. No personnel of the Company had been denied access to the Chairman of audit committee.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE/ FINANCIAL POSITION OF
THE SUBSIDIARY.

During the F.Y. 2023-2024 your company does not have any unlisted/listed subsidiary company or Joint
Ventures or any Associate Companies. Therefore, AOC-1 is not applicable

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE.

(i) A demand of Rs. 482.46 Lakh has been raised by the Office of the Assistant Commissioner of Income
Tax for the assessment year 2017-18. Against this demand, Company has filed an appeal with
Commissioner of Income Tax (Appeal). However The Income Tax assessments of the Company are
pending for the assessment year 2020-21, 2021-22 & 2022-23.

(ii) A demand of Rs. 38.14 lakh and interest thereon has been raised by the Office of the Additional
Commissioner (Customs) for non-fulfillment of Export Obligations against Custom Duty saved under
EPCG Scheme. Against this demand, Company has filed an appeal with Commissioner of Customs
(Appeal). Such appeal has been rejected by the Commissioner (Appeal). Company is planning to file
appeal to the Tribunal against this order.

(iii) A demand of Rs. 38.14 lakh and interest thereon has been raised by the Office of the Additional
Commissioner (Customs) for nonfulfillment of Export Obligations against Custom Duty saved under
EPCG Scheme. Against this demand, Company has filed an appeal with Commissioner of Customs
(Appeal). Such appeal has been rejected by the Commissioner (Appeal). Company is planning to file
appeal to the Tribunal against this order.

DISCLOSURES REQUIRED WITH RESPECT TO SECTION 197(12) OF THE COMPANIES
ACT, 2013 PARTICULARS OF EMPLOYEES.

The statement containing particulars of employees as required under Section 197(12) of the Companies
Act, 2013 read with rule 5 of the Companies (Appointment of Managerial Personnel) Rules, 2014 is
given in an Annexure-A and forms part of this Report.

FORMAL ANNUAL EVALUATION.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the evaluation of
the working of its Committees.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial disclosures.

The Company’s Internal Control Systems are commensurate with the nature of its business and the size
and complexity of its operations. It comprises audit and compliance by internal audit checks by M/s.
Karan Mittal & Co., Internal Auditors of the Company.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit
the financial transactions and review various business processes. Independence of the Internal Auditors
and therefore compliance is ensured by the direct report of internal audit division and Internal Auditors
to the Audit Committee of the Board.

ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES.

The Company has formulated a Vigil Mechanism Policy to encourage all employees and directors of the
Company to report any unethical behaviour, actual or suspected fraud or violation of the Code of the
Company and to provide a secure environment to such employees acting in good faith and safeguarding
them from any adverse action by the management. This policy is in line with the requirements of the
provisions of the Section 177(9) of the Companies Act, 2013, read with rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014. The Vigil Mechanism is available on the website of the
Company.

httv://www.svblv.com/wv-content/uyloads/2018/02/Whistle Blower Policy.pdf
DIVIDEND

In view of the losses incurred by your Company, your board does not recommend any dividend for the
financial year 2023-2024.

TRANSFER TO RESERVE

During the year under review, the company has not transferred any amount to the General Reserves.
MATERIAL CHANGES

No material change and commitments have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report, which may affect the
financial position of the Company.

OTHER INFORMATION

Sweat Equity Shares, Employee Stock Option/Right Issue/Preferential Issue:-

The Company has neither come up with any Right Issue/ Preferential Issue, nor issued any Sweat Equity
Shares and not provided any Stock Option Scheme to the employees during the period under review.

DEPOSITS

Your Company has no unclaimed / unpaid matured deposit or interest due thereon. Your Company has
not accepted any deposits covered under ‘Chapter V Acceptance of Deposits by Companies’ under the
Companies Act, 2013 during the financial year ended March 31, 2024, but there is an outstanding loan of
Rs. 14,45,446.87/- not including interest from the Promoter-Directors of the Company and Corporate
Deposit of Rs. 5,46,39,532/- from the group Company, which are exempted as deposit under Rule
2(c)(viii) and 2(c)(vi) of Companies (Acceptance of Deposit) Rules, 2014.

STATUTORY AUDITORS

The shareholders of the Company at AGM held on September 30, 2022 had appointed M/s. V.S. Gupta
& Co., Chartered Accountants, having FRN No. 00724C (“the Auditors”), as the Statutory Auditors of
the Company for an initial term of 5 years.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute
of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of
the ICAI.

During the year under review, the Audit Committee reviewed the independency, objectivity of the
Auditors and the effectiveness of the audit process. The Auditors attended the Annual General Meeting
of the Company held during the year under review

AUDITOR’S REPORT

The Auditor Report for the financial year ended March 31^st, 2024. There is no adverse
qualification/remark in the Auditor’s Report.

SECRETARIAL AUDITORS & SECRETARIAL AUDITOR’S REPORT

The Board had appointed M/s. Sonia Rani & Associates (CP No. 3599), Practicing Company Secretaries,
to carry out Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the
financial year ended March 31^st, 2024. The Secretarial Audit Report for the financial year ended March
31^st, 2024 has been obtained and does not contain any qualification, which requires any comments from
the Board. The Secretarial Audit Report for financial year ended March 31^st, 2024 is annexed to this
report as Annexure ‘B’.

COST AUDITORS

In terms of the provisions of Section 148 of the Companies Acts, 2013 read with the Rules made there
under, the provisions of maintenance of cost records and the provisions of cost audit are not applicable to
your Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN

As the Company has not carried any manufacturing activity, therefore no information is required to be
given. Therefore, Form-A is not attached with this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company’s website at:

http://www.svbly.com/wp-content/uploads/2023/11/Form MGT-7 2023.pdf

RELATED PARTY TRANSACTIONS

During the year under review, the Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance with the policy of the Company on
materiality of related party transactions or covered under Section 188 of the Companies Act, 2013.
Hence, the details of such contracts or arrangements with its related parties are not disclosed in Form
AOC-2 as prescribed under the Companies Act, 2013 and the Rules framed thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015, the Management Discussion and Analysis Report is included in this Report as
Annexure-D.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The Company has an Internal Audit Department with adequate experience and expertise in
internal controls, operating system and procedures. In discharging their role and responsibilities, the
department is supported by an external audit firm. The Internal Audit Department reviews the adequacy
of internal control system in the Company, its compliance with operating systems and laid down policies
and procedures. Based on the report of internal audit function, process owners undertake corrective
actions in their respective areas and thereby strengthen the controls.

Significant audit observations and corrective actions thereon are presented to the Audit Committee of
the Board.

DEMATERIALISATION OF SHARES

As on March 31, 2024, 99.86 % of the Company''s total equity paid up capital representing 91,44,457
equity shares are held in dematerialized form. SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 mandates that the transfer, except transmission and transposition of securities, shall be
carried out in dematerialized form only with effect from 1st April 2019. The Company has directly sent
intimation to shareholders who hold shares in physical form advising them to get their shares
dematerialized.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified for the financial year 2023-24 as per the
provisions of Section 164 and 167 of the Companies Act, 2013 Act. The Directors of the Company have
made necessary disclosures as required under various provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, there was no foreign exchange inflow and outflow during the year under
review.

CORPORATE GOVERNANCE

As Per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and Clause
(b) to (i) of Sub-Regulation (2) of regulation 46 and Para C, D and E of Schedule V not apply to
Company having Paid up Equity Share Capital not Exceeding Rupees Ten Crore and Net Worth not
exceeding Twenty-Five Crore as on the last day of previous financial year. The Company is covered
under the Limit as Prescribed in regulation 15(2) of SEBI (Listing Obligations and disclosure
Requirements) Regulations, 2015, therefore Company in not required to comply with said provisions.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women
at Workplace and matters connected therewith or incidental thereto covering all the aspects as required
under the “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act,
2013. Your Directors state that during the year under review, pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company was not required
to constitute an internal complaints committee. Further, during the year under review, there were no

complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

SECRETARIAL STANDARDS

Your directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries
of India (ICSI) and notified by Ministry of Corporate Affairs (MCA) have been duly followed by
Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported
any instance of fraud committed against the Company by its officers or employees under Section
143(12) of the Companies Act, 2013.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications made or any proceedings were pending against the Company under the
Insolvency and Bankruptcy Code, 2016 during the year under review. Further, there was no instance of
valuation of amount for settlement of loan(s) from Banks and Financial Institutions.

ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor’s information such as financial results, policies/codes, disclosures
and project updates are made available on the Company’s website (www.sybly.com) on a regular basis.

ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude the co-operation extended by the Company’s
Bankers and also appreciates the continued trust and confidence reposed by the Shareholders in the
management. They also place on record their appreciation for the valuable contribution and whole
hearted support extended by the Company’s employees at all levels.

By the order of the Board

FOR SYBLY INDUSTRIES LIMITED

SD/

PIYUSH UMESH KUMAR

Additional Director Additional Director

DIN: 10727781 DIN: 07015921

Residential Address: Q No-19C, Barwala Road, Residential Address: House No.130,near

Sadar thana new police line, hisar, haryana-125001 Block No.2, Mankawas, The

Dadri,Dist-Bhiwani Haryana-127306

Place: Haryana
Date: 31^st August, 2024

1

Resignation as Member of Nomination and Remuneration Committee w.e.f. 12.08.2024

2

Resignation as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024

3

Appointment as Chairman of Nomination and Remuneration Committee w.e.f. 06.08.2024

4

Appointment as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024
******Appointment as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024

Meetings of the Committee:

The Committee met 1 time during the Financial Year- 2023-24 dated on 10/08/2023.

5

Resignation as Chairman of Nomination and Remuneration Committee w.e.f. 06.08.2024

---

Mar 31, 2015

To,

The Members,

The Directors are pleased to present the 27TH Annual Report on the business and operations of the Company along with Audited Statement of Accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS

The financial performance of the Company for the financial Year ended on 31st March 2015 is as follows:

(Audited) (In Rs. In Lacs)

For the year For the year Ended 31.03.2015 Ended 31.03.2014

Receipt from Operations 8286.24 7893.99

Other Income 82.46 79.12

Operating Profit before Interest & Depreciation 214.59 330.34

Less : Interest 160.62 165.38

Gross Profit/(Loss) 53.97 164.96

Less : Depreciation 38.50 156.19

Net Profit for the Year 15.47 8.77

Less : Provision for Current Tax 2.94 1.67

Provision for Deferred Tax 8.12 5.59

Profit /(Loss) after Tax 4.71 1.51

Add : Balance Brought Forward (513.13) (512.10)

(508.42) (510.59)

Less : Appropriation 0.49 2.54

Balance Carried Over to Balance Sheet (508.91) (513.13)

2. FINANCIAL HIGHLIGHTS

During the period under the sales and turnover of the Company has increased from Rs. 7893.99 Lacs to Rs. 8266.24 Lacs.

However the net profit after Tax of the Company has increased from Rs. 1.51 Lacs to Rs. 4.71 Lacs. Your directors hope for better results in the coming financial years

3. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the Business during the Financial year under review.

4. STATEMENT OF AFFAIRS

The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 40,71,61,000/-. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

After deep slowdown industries growth is on increase trend. The demand for Company's product is also increasing. Your management is hopeful for better performance.

5. DIVIDEND

As there are no sufficient appropriable profits, Your Board do not recommend any dividend for the financial year 2014-15.

6. TRANSFER TO RESERVE

During the year under review, the company has not transferred any amount to the General Reserves.

7. MATERIAL CHANGES

No material change and commitments have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which may affect the financial position of the Company.

8. NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 8 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

24TH April, 2014, 30TH May, 2014, 8TH July, 2014, 12th August, 2014, 30th September, 2014, 12th November, 2014, 01st January, 2015, and 12th February, 2015.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the requirements of the Companies Act, 2013 and the Company's Articles of Association, Mrs. Mamta Garg, Director of the Company, retires by rotation and shown her willingness for Re-appointment.

Mr. Nishant Mittal was appointed as a Whole time director of the companies for a period of three years with effect from 28th August, 2012.

The board of director at its Meeting held on 7th August, 2015, has re-appointed him as a Whole time Director of the company for a further period of three years with effect from 28th August,2015, subject to the approval of the members at the forthcoming Annual General Meeting.

Ms Gayatri Gopinath resigned from the Position of the Company Secretary of the Company w.e.f.- 09.07.2014.

Ms. Varsha Choudhary (ACS- 37021) who was appointed as Company Secretary of the Company on 01.01.2015, resigned w.e.f. 31.05.2015 and thereafter Board Appointed Mr. Sahil Agarwal (ACS - 36817) as a Company Secretary cum Compliance Officer of the Company w.e.f. 01.06.2015.

10. DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 read with Schedule IV of the Companies Act, 2013. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, to the best of their knowledge and ability, confirm that :

i. in the preparation of annual accounts the applicable accounting standards had been followed and there are no material departures.

ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

vi. the directors had prepared the annual accounts on a going concern basis;

v. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE/ FINANCIAL POSITION OF THE SUBSIDIARY

M/s Sybly International FZE, Sharjah (UAE) is the non material wholly owned subsidiary of the Company.

The Member may refer for the financial statement of the subsidiary in Form AOC-1 is given in the Annexure-A to this Boards report as required under the provisions of section 129(3) of the Companies Act, 2013.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

14. DISCLOSURES REQUIRED WITH RESPECT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment of Managerial Personnel) Rules, 2014 is given in an Annexure-B and forms part of this Board Report.

15. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implement the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company.

These are discussed at the meeting of the Audit Committee and the Board of Directors of the Company.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during the year.

17. BOARD EVALUATION

Section 178 and Section 134 read with the Rules made thereunder mandates that the Board shall monitor and review the Board evaluation framework. It states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The evaluation criteria(s) involved size and composition (executive, non-executive, independent members and their background in terms of knowledge, skills and experience. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company's Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations. It comprises audit and compliance by internal audit checks by M/s K. Kant and Co., Internal Auditors of the Company.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review various business processes. Independence of the Internal Auditors and therefore compliance is ensured by the direct report of internal audit division and Internal Auditors to the Audit Committee of the Board.

19. AUDIT COMMITTEE

As per the provisions of Section 177 of the Companies Act, 2013 your Company has Constituted Audit committee. The Company's Audit Committee comprise of majority of the Independent Directors. All the members of the Committee have relevant experience in financial matters. The details of the composition of the Committee are set out in the following table:

S. No. Name Designation

1. Mr. Lallan Tripathi Chairman & Independent Director

2. Mr. Virendra Pratap Mishara Member & Independent Director

3. Mr. M. C. Mittal Members & Managing Director

20. NOMINATION AND REMUNERATION COMMITTEE

As per the provisions of Section 178 of the Companies Act, 2013 your Company has Constituted Nomination and Remuneration committee. The Company's Nomination and Remuneration Committee comprise of all non executive Directors out of which two Non Executive Independent Director. The details of the composition of the Committee are set out in the following table:

S. No. Name Designation

1. Mr. Lallan Tripathi Chairman & Independent Director

2. Mr. Virendra Pratap Mishara Member & Independent Director

3. Mrs. Mamta Garg Member & Director

21. POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is available on the website of the Company. (http://sybly.com/wp-content/uploads/2015/05/Nomination_Remuneration_ Policy.pdf).

We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

22. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has formulated a Vigil Mechanism Policy to encourage all employees and directors of the Company to report any unethical behaviour, actual or suspected fraud or violation of the Code of the Company and to provide a secure environment to such employees acting in good faith and safeguarding them from any adverse action by the management. This policy is in line with the requirements of the provisions of the section 177(9) of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Vigil Mechanism is available on the website of the Company. http://sybly.com/wp-content/uploads/2015/05/Whistle_Blower_Policy.pdf (http://sybly.com/wp-content/uploads/2015/05/Nomination_Remuneration _Policy.pdf).

We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

22. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has formulated a Vigil Mechanism Policy to encourage all employees and directors of the Company to report any unethical behaviour, actual or suspected fraud or violation of the Code of the Company and to provide a secure environment to such employees acting in good faith and safeguarding them from any adverse action by the management. This policy is in line with the requirements of the provisions of the section 177(9) of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Vigil Mechanism is available on the website of the Company. http://sybly.com/wp-content/uploads/2015/05/Whistle_Blower_Policy.pdf

23. DEPOSIT FROM PUBLIC

The company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

24. STATUTORY AUDITORS & STATUTORY AUDITORS' REPORT

M/s V. S. Gupta. & Co., Chartered Accountants, (Firm Registration No: 00724C) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for reappointment to audit the accounts of the Company for the financial year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s V. S. Gupta & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

Auditors Report in respect of the Financial Statements of 31.03.2015 does not contain any observation/adverse remark. There for does not warrant any further comments, explanation from the Board of Directors.

25. SECRETARIAL AUDITORS & SECRETARIAL AUDITORS' REPORT

The Board has appointed M/s D. K. Gupta & Co., Practicing Company Secretaries, to conduct Secretarial Audit in accordance with the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year ended March 31, 2015. . The Secretarial Audit Report for the financial year 2014-15 is Annexure-C with Board Report.

The Secretarial Auditor has given two observations. One, pertaining to signing of Directors Report and other one is regarding compliance of section 180(1)(a) and 180(1)(c) of the Companies Act, 2013. In this regard, it is hereby clarified that the first one is a clerical error. Mr. MC Mittal, Managing Director, was the chairman of the meeting at which the Board report was approved. But, due to oversight his designation under his signature is mentioned as Managing Director instead of Chairman and Managing Director. In relation to the other observation, it is clarified that the passing of resolution as Ordinary Resolution instead of Special Resolution, may make the resolutions non operative but do not create any malafide /wrong doing at the end of the management as these acts are not void-ab-intio. Your management will place the matter before the members again, seeking approval by way of Special Resolution. As far as the mentioning of resolution as Special Resolution instead of Ordinary Resolution in Form MGT 14 is concerned, it is again an act of oversight. Whereas, the documents filed with such form indicates that the resolution passed was not a Special Resolution.

26. COST AUDITOR

Pursuant to relevant provisions of the Companies Act, 2013, the Board has appointed M/s. M. K. Singhal & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2014-2015.

27. LISTING OF SHARES

Equity Shares of the Company are listed on Bombay Stock Exchange Limited. Company has complied with all the requirement of listing agreement during the period of review. Listing Fee stands paid for & upto-date (2014-15).

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

29. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-D to this report.

30. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure-E and forms an integral part of this Board Report.

31. RELATED PARTY TRANSACTIONS

There are no transaction with related parties falls under the scope of Section 188(1) of the Act. Information on transaction with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure -F in form AOC-2 and the same focus part of this report.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is including in this Report as Annexure-G and forms an integral part of this Board Report.

33. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with Stock Exchange, Corporate Governance Report as Annexure -H & form part of the Directors' Report.

34. ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude the co-operation extended by the Compay's Bankers and also appreciates the continued trust and confidence reposed by the Shareholders in the management. They also place on record their appreciation for the valuable contribution and whole hearted support extended by the Company's employees at all levels.

Place: Muradnagar by Order of the Board

Date : 7thAugust, 2015 For Sybly Industries Limited

Registered Office:

Pawan Puri, Muradnagar. Sd/- Sd/-

Distt. Ghaziabad (U.P.)-201206 (Mahesh Chand Mittal) (Nishant Mittal)

Managing Director Whole Time Director & CFO

DIN : 00284866 DIN : 02766556

Residential Add.: Flat No.603, Residential Add.: Flat No.603, OC-2, Orange County, OC-2, Orange County, Ahinsa Khand-1, Ahinsa Khand-1, Indirapuram, Ghaziabad, 201014 Indirapuram, Ghaziabad,201014

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Mar 31, 2014

The Members,

Sybly Industries Limited

The Directors have pleasure in presenting the 26th Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS : Current Year Previous Year (Rs.in Lacs) (Rs.in Lacs)

Sales & Receipt from Operations 7893.99 10749.20

Other Income 79.12 70.31

Operating Profit before Interest & Depreciation 330.34 500.76

Less : Interest 165.38 203.48

Gross Profit/(Loss) 164.96 297.28

Less : Depreciation 156.19 291.91

Net Profit for the Year 8.77 5.37

Less : Provision for Current Tax 1.67 1.02

Provision for Deferred Tax 5.59 3.58

Profit /(Loss) after Tax 1.51 0.77

Add : Balance Brought Forward (512.10) (512.69)

(510.59) (511.92)

Less : Appropriation 2.54 0.18

Balance Carried Over to Balance Sheet (513.13) (512.10)



DIVIDEND

Your directors have not proposed any dividend for the year under review.

PERFORMANCE

During the period under review the sales and turnover of the Company has decreased from Rs. 10749.20 Lacs to Rs.7893.99 Lacs. However the net profit of the Company has increased from Rs. 0.77 Lacs to Rs. 1.51 Lacs during the period. Your directors hope for better results in the coming financial year also.

MATERIAL CHANGES

No material change has occurred since the date of the Balance Sheet and the date of this report, which has any adverse effect on the working of the Company.

FUTURE OUTLOOK

After deep slowdown industrial growth is on increasing trend. The demand for Company''s products is also increasing. As per available indicators the current year may bring material changes towards upward trend. Your management is hopeful for better performance.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, and the rules made thereunder.

SUBSIDIARY COMPANY

M/s Sybly International FZE, Sharjah (UAE) is the non material wholly owned subsidiary of the company.

As per provisions of Section 212, the Statement of Accounts of the wholly owned subsidiary companies is attached with the Balance Sheet of the Company.

AUDITOR''S REPORT

There is no adverse qualification in the Auditor''s Report.

AUDITORS

M/s. V. S. Gupta & Company, Chartered Accountants, Meerut, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within provisions of section 139 of Companies Act 2013. Accordingly, M/s. V. S. Gupta & Company, Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

In accordance with the provisions of the Companies Act 2013 read with Articles of Association of the Company Mr. Nishant Mittal, Director of the Company would retire by rotation at this Meeting and being eligible, offer herself for reappointment.

INDEPENDENT DIRECTORS

In terms of sub-section (10) of Section 149 of the Companies Act, 2013 (effective from 01-04-2014), every listed company shall appoint Independent Directors, who shall hold office for a term up to 5 (five) consecutive years on the Board of a company and sub section (11) of section 149 states that no Independent Director shall be eligible to be appointed for more than 2 (two) consecutive terms of 5 (five) years.

Further, it may be noted that sub-section (5) of Section 149 of the Companies Act, 2013, provides for a transitional period of one year (from 01-04-2014) for re-appointment of the Independent Directors, if eligible, for a consecutive period of 5 (five) years (if, it is intended so by the Board) subject to compliance with the eligibility and other prescribed conditions.

In compliance of Section 149 of the Companies Act, 2013, regarding appointment of independent directors, your board have decided to recommend the appointment of Mr. Virendra Pratap Mishra, and Mr. Lallan Tripathi as independent directors.

KEY MANAGERIAL PERSONNEL

Mr. M.C Mittal, Managing Director and Mr. Nishant Mittal, Whole Time Director of the Company are nominated as Key Managerial Personnel (KMP) of the Company under the provisions of Section 203 of the Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee has met and reviewed the financial statements for the financial year ended 31.03.2014 and has not given any adverse observations. It has also recommended the re-appointment of M/s. V. S. Gupta & Co., Chartered Accountants as statutory auditors of the Company. Mr. M. C. Mittal, Mr. Lallan Tripathi and Mr.Virendra Pratap Mishra are the members of the audit committee. Mr. Lallan Tripathi is the Chairman.

VIGIL MECHANISM

The Audit Committee has established a Vigil Mechanism and adopted a Revised Whistle-Blower Policy at its meeting held on August 12, 2014, which provides a formal mechanism for all Directors and employees of the Company to approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. The Company affirms that no director or employee of the Company has been denied access to the Audit Committee.

COST AUDITOR''S APPOINTMENT

Pursuant to relevant provisions of the Companies Act, 2013, the board has appointed M/s. M. K. Singhal & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2013-2014.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with Stock Exchange, Management Discussion & Analysis Report and Corporate Governance Report is annexed as Annexure I and Annexure II & form part of the Directors'' Report.

PARTICULARS OF EMPLOYEES

During the year, there were no employees who were in receipt of remuneration as per the provisions of Section 217 (2) (a) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The prescribed details as required as per the provisions of the Section 217(1)(c) of the Companies Act,1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988, are set out as per Form ''A'' & Form ''B'' annexed herewith.

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the Workers, Staff and executives of the Company at all levels and other employees who have contributed to the efficient and successful management of the Company.

LISTING.

The Equity Shares are listed at Bombay Stock Exchange Ltd. Your Company is regular in paying listing fee to BSE.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, Financial Institutions, Banks and Investors for their unstinted support, assistance and valuable guidance.

Place: Muradnagar By Order of the Board Date : 12nd August, 2014 For Sybly Industries Limited

Registered Office: Pawan Puri, Muradnagar. Sd/- Sd/- Distt. Ghaziabad (U.P)-201206 (Mahesh Chand Mittal) (Nishant Mittal) Managing Director Whole Time Director DIN : 00284866 DIN : 02766556

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Mar 31, 2012

To, The Members of Sybly Industries Limited

The Directors have pleasure in presenting the 24th Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31It March, 2012.

FINANCIAL HIGHLIGHTS : Current Year Previous Year (Rs.in Lacs) (Rs.in Lacs)

Sales & Receipt from Operations 7725.37 6757.49

Other Income 325.76 20.38

Operating Profit before Interest & Depreciation 365.47 225.64

Less : Interest 234.27 232.45

Gross Profit/(Loss) 131.20 (6.81)

Less : Depreciation 292.49 296.56

Net Profit for the Year (161.29) (303.37)

Less : Provision for Current Tax - -

Provision for Deferred Tax (50.27) (87.33)

Profit /(Loss) after Tax (111.02) (216.04)

Add : Balance Brought Forward (395.85) (174.90)

(506.87) (390.94)

Less : Appropriation 5.82 4.91

Balance Carried Over to Balance Sheet (512.69) (395.85)

DIVIDEND

Due to loss during the year your directors have not proposed any dividend.

PERFORMANCE

Your Company is trying to overcome from setback of earlier global economic meltdown and has booked turnover increasing by 14% from the previous year. Your directors hope for better results in the coming financial year. No material change has occurred since the date of the Balance Sheet and the date of this report, which has any adverse effect on the working of the Company.

FUTUREOUTLOOK

After deep slowdown industrial growth is on increasing trend. The demand for Company's products is also increasing. As per available indicators the current year may bring material changes towards upward trends. Your management is hopeful for better performance.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, and the rules made there under.

SUBSIDIARY COMPANY

M/s. Sybly International FZE, Sharjah (UAE) is the wholly owned subsidiary of the company.

As per provisions of Section 212, the Statement of Accounts of the wholly owned subsidiary company is attached with the Balance Sheet of the Company.

AUDITOR'S REPORT

There is no adverse qualification in the Auditor's Report.

AUDITORS

M/s. V. S. Gupta & Company, Chartered Accountants, Meerut, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 224(1B) of the Companies Act, 1956. Accordingly, M/s. V. S. Gupta & Company, Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

Mr. M. C. Mittal will retire at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment. Your directors recommend his reappointment.

Mr. Lallan Tripathi was appointed as an additional independent director w.e.f. 01.06.2012 by the Board.

Mr. Nishant Mittal was appointed as an additional executive director w.e.f. 28.08.2012 by the Board.

Mr. M.K. Gupta resigned form the Board w.e.f. 01.06.2012. Board would like to place on record its appreciation for the valuable services rendered during his period.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors of your Company state :

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee has met and reviewed the financial statements for the financial year ended 31.03.2012 and has not given any adverse observations. It has also recommended the re-appointment of M/s. V. S. Gupta & Co., Chartered Accountants as statutory auditors of the Company. Mr. V. P. Mittal ceased to be a member consequent upon his sad demise on 16.05.2011. Mr. M. C. Mittal, Mr. Mahendra Kumar Gupta and Mr.Virendra Pratap Mishra are the members of the audit committee. Mr. Virendra Pratap Mishra is the Chairman.

COST AUDITOR'S APPOINTMENT

The Department of Company Affairs has, vide its letter No.52/761/CAB-2000 dated 10.08.2000, ordered to get the cost accounts of the Company audited. Your directors have appointed M/s. M. K. Singhal & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2012-2013.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange, Management discussion & Analysis Report and Corporate Governance Report is annexed & form part of the Director's Report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2) (a) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The prescribed details as required u/s 217(1)(e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of directors) Rules 1988, are set out as per Form 'A' & Form 'B' annexed herewith.

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the Workers, Staff and executives of the Company at all levels and other employees who have contributed to the efficient and successful management of the Company.

LISTING

The Equity Shares are listed at Bombay Stock Exchange Ltd. Your Company is regular in paying listing fee to BSE. ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, Financial Institutions, Banks and Investors for their unstinted support, assistance and valuable guidance.

Place: Muradnagar By Order of the Board

Date : 28th August, 2012 For Sybly Industries Limited

Registered Office:

Pawan Puri, Near Canal Sd/-

Muradnagar. 201206 Satya Prakash Mittal

Distt. Ghaziabad (U.P.) Chairman

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Mar 31, 2010

The Directors havepleasure in presenting the 22rd Annual Report along with the Audited Statement of Accountsof the company for the financial year ended 31th March, 2010.

FINANCIAL HIGHLIGHTS: Current Year Previous Yer

(Rs.in Lacs) (Rs.in Lacs)

Sales & Receipt from Operations 6021.05 5784.01

Other Income 134.96 134.62

Operating Profit before Interest & Depreciation 382.47 270.36

Less: Interest 237.56 241.81

Gross Profit 144.91 28.55

Less: Depreciation 300.10 293.94

Net Profit for the Year (155.19) (265.39)

Less: Fringe Benefit Tax - 1.08

Provision for Current Tax - -

Provision for Deferred Tax (127.84) (15.95)

Profit/(Loss) after Tax (27.35) (250.52)

Add: Balance Brought Forward (138.06) 115.01

(165.41) (135.51)

Less: Appropriation 9.49 2.55

Balance Carried Over to Balance Sheet (174.90) (138.06)

DIVIDEND

Due to loss during the year your directors have not proposed any dividend.

PERfQRMANCE

Due to last year global economic meltdown SME sector and Medium Level Corporate were affected very badly. However, your Company is trying to overcome from this situation and booked turnover increasing by 4% from the previous year. Your directors hope for better results in the coming financial year. No material change has occurred since the date of the Balance Sheet and the date of this report, which has any adverse effect on the working of the Company,

FUTURE OUTLOOK

After deep slowdown industrial growth is on increasing trend. The demand for Companys products is also increasing. As per available indictors the current year may bring material changes towards upward trend. Your management is hopeful for better performance.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, and the rules made thereunder.

SHARE CAPITAL

There is no change in Share Capital of the Company during the year. However, out of 4,35,00,000 Convertible Warrants issued on 28.03.2008, only 5,00,000 warrants were converted on receipt of call money. 4,30,00,000 warrants were forfeited as per SEBI Guidelines and Regulations due to non receipt of call money within 18 months from the date of allotment.

SUBSIDIARY COMPANY

During the year M/s. Vartex Fabrics Pvt. Ltd. was ceased to be subsidiary of the company since February 2010 and M/s. Sybly International FZE, Sharjah (UAE) became subsidiary of the company w.e.f. 30.12.2009.

As per provisions of Section 212, the Statement of Accounts of the wholly owned subsidiary companies are attached with the Balance Sheet of the Company.

AUDITORS REPORT

There is no adverse qualification in the Auditors Report.

AUDITORS

M/s. V. S. Gupta & Company, Chartered Accountants, Meerut, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 224(1B) of the Companies Act, 1956. Accordingly, M/s. V.S.Gupta & Company, Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

Mr. Virendra Pratap Mishra was appointed as Additional Director of the Company by the Board w.e.f. 30.10.2009 and his appointment is to be regularized at this AGM and Mr. S. K. Goel resigned w.e.f. 28.10.2009 from directorship of the Company. The Directors placed on record their sincere appreciation to Mr. S. K. Goel for the guidance and contribution given by him during his tenure as a member of the Board.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.S.P. Mittal will retire at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Mr. M. C. Mittal was appointed as Managing Director w.e.f. 18.05.2010 and Mr. S. P. Mittal was appointed as Whole Time Director of the Company w.e.f. 01.10.2009. Your directors recommend their reappointments for the approval of shareholders.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee consists of Mr. V.P. Mittal, Mr. M.K. Gupta and Mr. M.C. Mittal as its members with Mr. V.P. Mittal as its Chairman. The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2010 and has not given any adverse observations. It has also recommended the re-appointment of M/s. V. S. Gupta & Co., Chartered Accountants as statutory auditors of the Company. Details regarding composition of the Audit Committee are given in report on Corporate Governance.

COSTAUDITORSAPPOINTMENT

The Department of Company Affairs has, vide its letter No.52/761/CAB-2000 dated 10.08.2000, ordered to get the cost accounts of the Company audited. Your directors have appointed M/s. M.K.Singhal & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2010-2011.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange, Management discussion & Analysis Report and Corporate Governance Report is annexed & form part of the Directors Report.

The details of remuneration of Managing Director as required pursuant to the provisions of schedule XIII part II, Section 11(B) is given in corporate governance report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2) (a) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The prescribed details as required u/s 217( 1 )(e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of directors) Rules 1988, are set out as per Form A & Form B annexed herewith.

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the Workers, Staff and executives of the Company at all levels and other employees who have contributed to the efficient and successful management of the Company.

LISTING

The GDR is used by the company are listed at Luxembourg Stock Exchange and Equily shares are listed at Bombay Stock Exchange Ltd. Your Company is regular in paying listing fee to BSE.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, Financial Institutions, Banks and Investors for their unstinted support, assistance and valuable guidance.

Place: Muradnagar By Order of the Board

Date : 30th June, 2010 For Sybly Industries Limited

Registered Office:

Pawan Puri, Near Canal Sd/-

Muradnagar. 201206 Vimal Prakash Mittal

Distt. Ghaziabad (U.P.) Chairman